A New Way to Keep Company
by Vintage Tea Party
Summary: Rose knows something is wrong with the Doctor after he nearly gets himself stranded in 18th century Versailles while saving Madame De Pompadour from the clockwork droids. She cannot imagine what lead him to take such a risk. She doesn't expect the answer that she gets from him and neither one expects that finding it will bring them closer than they ever have been before.
1. Chapter 1

**A/N: I always felt like the subject of the Doctor's telepathic abilities is a greatly wasted topic. I always wanted to explore that subject more and find out what he could do telepathically especially with others. That is what I will do in this story though it won't be touched on in this first chapter. As always with my stories, no smut but rated for some intense emotional moments. **

Rose stared at the closed door to the Doctor's bedroom. She had never been here before. Nervousness gathered in her stomach as the events of the day replayed in her mind and she thought about what she had to say to the Doctor. She bit her lip as she reached up and knocked on the door.

After everything that had happened that day with Reinette and the clockwork droids, the Doctor was visibly upset. He said he was fine but no one believed it. All she had wanted to do was talk to the Doctor and find out what exactly had happened today but Mickey had pulled her away. He thought the Doctor wanted to be alone. But she knew that the Doctor might want to be alone but that was not what he needed.

It had taken a while but she had finally been able to shake herself free of Mickey. The Doctor had told him all about the TARDIS's pool, and racquetball courts and enormous library and Mickey had insisted on seeing it all before Rose could finally make an excuse and leave. Instead of going to bed like she had told Mickey she had went straight to the Doctor's room to sort it all out.

Rose wasn't really sure what to think. Part of her wanted to be mad. On the surface it looked like the Doctor had just had a fling with the beautiful, smart and prestigious mistress of King Louis himself and had left her and Mickey on an abandoned spaceship in the 51st century to fend for themselves. If she simplified the events of today to simply being that then that would make the Doctor no better than an ordinary ol' bloke. That's how it looked at first glance but she knew better than that; there was something else going on here. She really did know that, even if her heart was having a hard time believing it.

She was trying her best not to assign old hurts to her current situation because that would only help her jump to the obvious conclusion. But things were never ordinary with the Doctor; he was complex and so were the events that surrounded him. But despite all that she couldn't shake the feeling of abandonment that she felt and she had to know why the Doctor had done what he had did today. Both for the fact that she knew something was troubling him and for the fact that she was not feeling very secure in where she stood with him.

She thought she knew how things stood between her and the Doctor but lately events were making her wonder. It was only last week that they had run into Sarah Jane, a former companion of the Doctor's and Rose had learned that the Doctor had left her on Earth and never came back. Rose confronted him on that and he said he wouldn't do the same to her. She believed him but the incident had really shaken her. She was trying to move past that but today was just another piece of fuel for the fire.

She never pressed the Doctor on matters like this but she needed answers. She had always put her full trust in the Doctor and today was the first time that she felt like he didn't have her back. She had asked him if he planned on leaving her like he had left Sarah Jane and he said no. But today he had done just that.

She heard a quiet "Come in" from the other side of the Doctor's door. She took a deep breath and walked inside.

When Rose opened the door she found the Doctor sitting at a desk more casually dressed than she had ever seen him. He had taken his jacket and button down off and only had a grey t-shirt he had been wearing under the two. He still was wearing his suit trousers but he had taken off his trainers and just had socks on. He had some papers and books in front of him but all were untouched and it was clear his mind had been elsewhere although he had his glasses on like he had been studying them.

Rose only paused for a minute before she could pull her focus back to why she was here; she did not need to get distracted by looking at the Doctor's room or being surprised by his casual appearance. If she did she might lose her nerve.

The Doctor took off his glasses and looked at Rose. "What is it Rose?" he asked, clear surprise on his face that she was there but mostly he just looked tired. Despite the fact that they lived the kind of life that they did it was not often that she saw the Doctor look tired. When she did it was not physical exhaustion that he displayed but emotional fatigue. She knew that this time was no different.

But even though his tired and sad face tugged at her heart she pressed on with what she had to say. "Are you alright? You seemed upset before and I just wanted to check on you."

"I'm fine," he said but it wasn't even remotely convincing. "I'm just tired," he said looking down at the desk and rubbing his head. He looked as if it was throbbing and she wondered, did the Doctor get headaches?

"I know you're not. I know you're upset."

"Rose. I'm fine," he said tightly and it sounded a lot like he was closing the discussion.

Like he always did.

_I'm not_ she wanted to say.

It wasn't easy to care for someone like the Doctor, someone who was always closed off, who refused to take help even when it was being offered to them. It was difficult to watch them be in pain and want to help but be kept from doing so.

Rose turned to walk back out, not saying anything else, feeling defeated. But she hesitated with her hand on the doorframe her back towards him. He may not want to take help for whatever was troubling him but she did. She was struggling and she knew that her problems wouldn't get better by ignoring them. She knew they needed to be dealt with before they consumed her.

"What is this Doctor?" she asked quietly her back still to him.

"What are you talking about?"

"What is this," she said turning around and gesturing in between the two of them. "Me and you; what is this?"

"Rose..." he said in a warning voice.

"No," she said shaking her head and walking slowly back to stand closer to him. "Don't tell me we're not going to talk it. We _never_ talk about it. And normally I wouldn't ask but I need to know. What are we? Define this for me."

After a tense moment he answered with a question. "Can it be defined?"

She paused a moment thinking before responding. "I think it can."

"Why do you need to know?"

"You know exactly why I need to know," she said looking straight into his eyes.

The Doctor averted his eyes, avoiding both her knowing stare and her words.

"I don't think it can be defined."

"O.K. Alright," she said. He was going to avoid the question then. Well, she did not intend of letting him off that easily. "Then tell me this: what was it between you and Reinette?"

"It wasn't anything."

"She knew things about you. More things than she should know about you for the short time you said you spent with her. It was like she understood the heart of you…how did she know so much about you?" then adding softly, sounding hurt. "More than I do."

"Rose," he said with a sigh, rubbing his face with his hands, "I don't really want to talk about this."

"Tough," she said and the Doctor's head snapped back towards her. She did not usually talk this way with him. "Because I'm angry," she said looking dead into his eyes, fire behind hers. "I'm so angry at you."

"I…I can explain," he said uncomfortably, tugging on his ear.

"Can you?" she said crossing her arms. "Alright, I'm listening." She focused on her anger and tried to project that; she could feel the sadness and tears coming and she didn't want to give into them.

"Rose, I promise…this is not what is seems. This wasn't just some superficial fling" he said looking seriously at her.

"No, I get that. I get that even though she was beautiful and rich and prestigious that you didn't just snog her because you're just some typical bloke," she said though her tone of voice suggested that there was some doubt in the truthfulness of what she was saying. "I gotta know that there is more to it than that because you're different than that; you're better than that," her voice now begged for him to confirm the truthfulness of the faith she was putting in him.

The Doctor looked guilty and he felt mortified, having to discuss this. "Rose…she kissed me, but that's all. Just the one time."

Rose clenched her teeth and her fists at her sides. "That's not even the thing that bothers me the most. That isn't why I am so angry," she said though she knew it hurt deeply. "You did something today that I never thought you would do. You left me," she said her voice wavering despite herself.

The Doctor's face crumpled in regret and he reached out to touch her but pulled his hand back. "Rose...I wouldn't leave you."

"You did it today!"

"I'm sorry. I did not mean for it to be permanent."

Rose pursed his lips and looked down, her eyes were heavy with tears and she was still trying to pretend that this whole thing didn't bother her much at all. "And it's not really even that you left me. You left the TARDIS, you left your whole life; you turned your back on time traveling and sailing through the stars. That is something that I _never_ thought would happen. So, because I'm your companion and I'm along for the ride, I have to know…what else is going on here?"

"I have a reason," he said weakly and quietly.

"I hope so. Because I need to know what is going on because those are not the terms that I signed up for."

"And what exactly did you sign up for?" a bit of pain starting to make its way through his tone of voice.

"I didn't sign up to be abandoned. I didn't expect to have to wonder what was going to happen because you _voluntarily _left. Yes, I knew I could lose you and that was bad enough. But I didn't think I'd lose you by your own choice.I thought you loved this life, traveling in the TARDIS, more than anything. I thought that was something I could say you would never give up. But you were willing to take that chance today."

There was only silence from the Doctor.

"It just made me realize something," she said continuing on in his silence. "I realized that I promised you my forever; to never leave you. But it occurred to me that you never promised me the same thing."

"Maybe I didn't with words. But I thought you understood me better than that," he said quietly, definite hurt in his voice now.

"I thought I did. I really thought I did understand you. But your actions lately have made me wonder. Tell me what's going on."

"Rose. Please, stop pushing me about this."

"Doctor…please stop pushing_ me_ away." Couldn't he see she was nearly begging him to help her? She only wanted to be closer to him but he was always pushing her away. "Why won't you tell me what's wrong?"

He didn't answer.

"What is going on with you Doctor?"

"I don't know. I don't know what I'm doing. O.K?"

"Come on. You said you had a reason; you must know what it is."

"I'm…" the Doctor started but didn't finish.

"What? Doctor, what is it?" she prodded.

She wasn't prepared for the words that the Doctor blurted out.

"I'm lonely."


	2. Chapter 2

_"What? Doctor, what is it?" she prodded. _

_She wasn't prepared for the words that the Doctor blurted out. _

_"I'm lonely." _

Rose was taken aback for a minute. "Lonely?" she asked.

"Yes," he admitted, looking embarrassed about it. "It's gotten inside of my head and it's driving me mad and I don't know what I'm doing anymore. Satisfied?"

Rose wasn't really sure what to think. Her mind was having a hard time processing a thought but her heart knew that it was feeling hurt. How could the Doctor say that? She'd been here the whole time. She'd always been there for the Doctor since day one. She thought she had been what he needed. But it hadn't been enough. _She_ hadn't been enough.

"I'm sorry," she said, trying not to get upset at his confession.

The Doctor looked up at her a little confused. "For what?"

"Well," she said crossing her arms and looking down, trying to sound indifferent. "If you're lonely then I've obviously done something wrong."

"Rose…why are you blaming yourself for this?"

"Doctor…if you're feeling lonely than I _have_ done something wrong. I've been here the whole time but I haven't been enough."

"_That_," he said conviction growing in his voice, "Is not true."

"Yes it is," Rose said, not able to keep the tears in any longer. She looked at the Doctor as they brimmed on her eyelids.

"This isn't your fault," he said quietly.

"How can you say that? If you're lonely then I'm obviously doing something wrong."

"Rose," he said shaking his head. "What have I done? I've created this situation and now I am doing a horrible job of explaining myself. When I say I'm lonely…it's a different kind of lonely than you're thinking."

"What do you mean?"

The Doctor looked uncomfortable like he didn't want to admit what he was going to say. "It's…It's a loneliness in my mind."

"Meaning?"

The Doctor took a deep breath before continuing. "Mine was a race of telepathic beings. You know that."

"Right," she said nodding.

"I've said before that it doesn't mean I can read all of your thoughts or anything like that. But with each other we did have quite a bit of mental contact and communication."

"Okay," she said looking expectantly at him, waiting for him to finish.

He tugged nervously at one ear. "Well…I was always use to that. Until…I lost them I always had the mental presence of others inside of mind; I was never really alone in that respect."

Rose's heart strings tugged for him. He never really talked about his people and especially not about losing them. "And since then," he continued "I've really missed it," he said his voice cracking. He coughed in frustration at the sound. "The TARDIS…she helps, with the mental connection I have with her. But it's not the same. And it just hurts sometimes," he said raking a hand through his hair.

Rose stepped closer to him and put a hand on his arm. "I'm sorry, Doctor. I didn't know you were hurting."

"It's fine," he said with a shrug, trying to pretend it really was.

"No. It isn't. You said you're always alright but you're not. You're hurting."

The Doctor was silent, for once he didn't disagree with her words. "What can I do?" she asked.

The Doctor was still, thinking for a moment before answering "Nothing."

"But there is. I can see it. You hesitated; Doctor please don't lie to me." She actually felt the Doctor was making progress, that he was starting to let her get closer and she didn't want to lose it. "I don't want you to be lonely."

It took a while but the Doctor eventually replied, his voice tight. "It's complicated."

It felt like a slap in the face to Rose. She could see what was happening because it had happened dozens of times. He'd started to be honest with her and now that he was getting uncomfortable he had to tuck the feelings away again. Sometimes, the Doctor really didn't make it easy to care for him. And maybe he didn't want her to be one to care for him.

"Was it too complicated for Reinette?"

The Doctor gave her a surprised sideways glance at the question. "It wasn't was it?" she continued. "Because that's how she knew so much about you. Somehow these telepathic abilities come into play."

"Rose don't-"

"Don't what? Tell the truth? There is something I could do to help if only you'd ask," Rose said noticing her voice had risen louder than she wanted it. She lowered it. "You just don't want it from me."

"That isn't true."

"Isn't it?"

"No, it isn't," he said defensively. "She wasn't…she wasn't…" the Doctor said searching for words.

"What? Plain? Ordinary?" Rose said interjecting.

"Important," the Doctor said quickly in a serious voice. Rose's mouth dropped open in surprise and he averted his eyes. "I didn't mean that. I've never met someone who wasn't important. What I meant to say is ...I had nothing to lose; she just threw herself at me. I knew she wouldn't reject me and even if she did...it didn't matter."

"Then why? Why did you reach out to her in the first place if she didn't even matter?"

"She was there and willing." The Doctor paused before he continued. "Even so, what I did with her was just a fraction of what it could have been. It's…not what I really…need."

Rose felt confused. She felt relief, nervousness and a mix of other things building inside of her. "Doctor…I'm trying to understand but I really don't. You're going to have to help me out here."

"While we were telepathic beings and we could hear each other it wasn't as deep as we could go. With those we were the closest to we would choose to…bond our minds. It was more than the echo we unconsciously gave off. We could choose to touch our minds, to look into each other's minds and memories."

"And that's what you really miss?"

"Yes," he admitted if somewhat hesitantly. "After…" his voice trailing off with unsaid words, "I was able, eventually, to adapt to the silence in my head, able to cope with it. But that deep bond…there's no way to stop missing that. For the longest time I thought it probably wouldn't even be possible with a human. I'm still not entirely sure it can be done. But then she saw inside of my head and it made me hopeful. I was really only looking for memories, for information inside of hers, just a touch. I admit that it felt good to reach out and touch someone else's mind. But I never expected or wanted her to be able to reach into my mind. Bonding your mind is something very personal and not to be taken lightly."

"So, that's how she knew things about you, more than she could have just from the few times you talked?"

"Yes, she did see some things before I broke it off. I'm not even sure how that happened. But touching minds with just anyone isn't the point; it has to be with the right ones."

Somewhere inside Rose found some boldness though nervous energy was coursing through her as well. "And she wasn't the right one?"

"No."

A lump formed in Rose's throat. She was pretty sure she already knew the answer to the question and she was pretty sure that the Doctor wouldn't answer but she asked anyway. "And who was?"

But the Doctor surprised her by not avoiding or denying the question. He looked up at her, his eyes dark with determination and desire. A chill ran through her as she got her answer. She was the one. She was the one that the Doctor had wanted to bond minds with. He felt lonely because he had wanted to be closer with _her_. For so long she had wanted to be closer to him but she thought it was something he didn't want because he was always pushing her away. But he did want it.

"Why didn't you ask me?" she asked in a quiet and somewhat choked voice.

"Come on Rose…when would I have done that?"

"What do you mean?"

"With your boyfriend around I'm supposed to tell you I want to be closer to you?"

"Mickey isn't my boyfriend."

The Doctor gave her a skeptical look in response.

"Well, he isn't. Not anymore. And you know that. Besides, I didn't even want to bring him along. _You_ did."

"He asked, what was I supposed to do? I thought it would upset you if I flat out refused."

Rose was quiet for a moment because she knew the Doctor was right. She had been sending mixed signals to everyone. The truth was that she had not had any romantic interest in Mickey ever since the day she met the Doctor. And it wasn't because she fell in love with the Doctor that first day; it took her a while to even realize she had fallen in love the Doctor. But after she met him she realized how much more life, how much more _people_,could be and the life and relationship she had with Mickey had paled in comparison. She knew they were no longer meant for each other but she held on to him even after she realized she loved the Doctor because Mickey felt safe. She at least knew where she stood with him. He didn't have a million different layers that he hid from Rose like the Doctor did. He didn't deny his feelings like the Doctor did.

Rose knew that the Doctor was to blame for this but so was she. The Doctor did keep her at a distance. He had never told her about any of this so she really couldn't have been expected to know what he wanted or needed. But she also knew that her actions had not always been indicative of her feelings for him. When she was with Mickey it did not show that she was taking notice of the Doctor. The Doctor had never asked this of her because he thought she wasn't interested in him. It didn't matter that she that things hadn't been that way with Mickey in a long time. The Doctor's strange encounter with Reinette made her realize now how that must have felt to him.

"I'm sorry," Rose said quietly. "You're right and I'm sorry. Things haven't been that way between me and Mickey in a long time but I see now how that must have made you feel."

"You understand because I made you feel that same way and that wasn't right either."

"Yeah, I guess so. But you may never have been driven to that point if I had been more honest."

"I guess we both made some mistakes."

"Yeah. Me and you get along so well, we seem to understand each other so well, that sometimes I forget that you aren't human. It didn't even occur to me that there might be something like this that you needed."

"That's my fault. I'm the one who never said anything."

"Well, it doesn't even matter whose fault it is. We can do something about it now. So, how do we do this?"

"Do what?"

"Be closer…in our minds," she said.

He only gave her a puzzled look in response. "I'm sorry," she said "I don't know what it's called."

"No, that isn't…" he said trailing off. His puzzled face had not been because of what she had said but her willingness to do it. "You would be willing to do that?"

"Of course I would," she said with complete honesty and without hesitation. The Doctor was momentarily stunned by it. This is what he had wanted for so long and he was so afraid he couldn't have it. But now he had asked and she had agreed. He realized his foolishness; he could have asked her a long time ago and her answer would have been the same.

"Do you think it's possible? Since I'm human?"

"I think there's a strong possibility. Even humans have telepathic abilities though they're dormant and hardly used."

"Really?"

"Yeah. You get hints of it every once in a while. Like twins or couples who have known each other a long time how they can seem to finish each other sentences or how they can sense when the other is in danger; that's a hint of it. I know it's not as strong as Time Lords but I always thought it could be awakened and strengthened."

The Doctor's face turned serious "Rose…I just want you to understand. This is very personal. I'll be able to see inside of your mind and you will be able to see inside of mine. We can control it to an extent, what we see and where we go. But we still might be able to see things we hadn't planned on. You can actively block things so I won't be able to see them but our minds might wander a little on their own."

Rose had to admit that it did make her a little nervous to think about having someone inside of her thoughts. Everyone had things inside of them that they weren't comfortable with sharing with others. She certainly had things she was embarrassed of and a few things she would even say she was ashamed of. But she wanted to know the Doctor better.

"I'm willing to take that chance if you are."

The silence felt very heavy as she saw him deliberate. She knew that there were things, lots of things that he had not shared with her. It had always been a rough spot between them even from day one. She remembered the first argument they'd ever had had started right after she asked him what planet he was from and he had refused to tell her. He'd shared some things with her since then but mostly this man was still a mystery to her. She knew that this was the moment that they either decided to move forward or stay exactly where they were forever.

"So am I," he said and then smiled at her.

She smiled back. "Let's get started then."

**A/N: Now things get interesting ****:) It's into uncharted waters for these two. I hope you are enjoying so far. **


	3. Chapter 3

**Thank you all for your response and excitement over this story! It makes me happy to know this story is being enjoyed. I apologize that the update was not up sooner. I had meant to have one up this weekend but I had something come up last minute that occupied my entire weekend. The next update will come quicker which is good because it begins for our Doctor and Rose… ;) **

"Just tell me what to do," Rose said giving the Doctor somewhat nervous smile.

She was so trusting. Some might say it was a disadvantage, a weakness to be used and exploited for gain. But the Doctor still only saw it as one of her best qualities. It only showed how truly good she was on the inside that she saw the best in all people.

He glanced quickly at the bed but didn't even have to deliberate before he decided against them sitting there. He instead reached for a blanket and spread it out on the floor beneath them. He sat down and Rose followed, sitting cross legged across from him.

Rose looked expectedly at him. She was waiting for him to take the lead. Of course she was; he was the one who was supposed to know what he was doing. And he did…kind of. Nervous excitement bubbled up inside of him. He had wanted this for so long and not just in general but with her especially. How he had longed to be close to her in the way his people grew closer to each other. He couldn't help but be excited and happy that he could have this with her.

But he was also nervous. Fear was what had always held him back from bringing up this topic with her. Fear of rejection to be specific. What if she found it weird or scary or strange? But most of all what if she saw the inside parts of him and didn't like what she saw there?

It had been so long since he had done this he was out of practice. And he'd not tried it with a human before. He may have gone into Reinette's memories but that was not even close to the same thing as becoming close to someone through the bonding of minds. Even in the time of his people he had only done it with those he was the closest to; family and close friends only. But for that reason he wanted to do it with Rose. For him and his species, to bond minds with someone was to know them. Without it there was a limit to how close you could grow with someone.

"Okay," he said though his voice did not hold the confidence it usually had. "I'll reach out and touch your mind first, that way you'll know how to make contact back with mine."

He stopped and looked at her, looking for a reaction. Really he was looking for her alarm or repulsion or an indication that she was about to bolt. But her face was filled only with a look of complete focus and willingness to what he was saying. So, he continued on.

"If that goes alright we can go deeper. You will be more aware or your own mind as an entity, as something that can be detached from your body, as something that can be controlled. When I touch your mind it will be a strong awareness that you're not alone, that I'm in there with you," he paused before saying, "does that make any sense?"

"Yeah," Rose said with a smile.

"I've not ever really had to explain this before," he admitted nervously.

"Well you're doing just fine. And you've got to relax," she said reaching out and rubbing his arm for a second. "You look terrified."

"I'm fine," he said unconvincingly. "You're sure you want to do this?"

"Yes, Doctor," she said taking his hand and giving it a squeeze. "I told you; I want to be closer to you," she looked away for a second, a little nervous at her own blatant admission of her feelings, "If this is how you're use to doing it, I'm willing to learn."

"Alright. Well, I'm going to put my fingers on your temples; the physical touch will help make the mental connection. Just focus on clearing your mind. Imagine it clear and open. If I hurt you at all or you don't like it just tell me and I will stop. Alright?"

"Alright. I promise," she said with a smile.

The Doctor leaned in close and Rose felt her heart start to hammer in her chest. She was excited about the prospect of being closer with the Doctor but this was still unknown territory for her and it made her nervous. The hope of knowing him better was what she focused on instead of her nervousness. It's what she had wanted for so long and apparently what he too had wanted for a long time.

She held his gaze as he reached his hands up, pausing for a brief second and then placing his fingers ever so lightly on the sides of her head. The second he did there was a jolt of warmth, like light and energy inside of her head. His presence was in her mind like a firm but gentle touch. Though it didn't hurt it was so powerful and surprising and so unlike anything she had ever experienced that it took her by complete surprise.

She gasped and jerked at the touch of it. The Doctor instantly removed his fingers and with it the touch on her mind. "Rose. I'm sorry. I didn't mean to hurt you."

Rose took several breaths to steady herself. "Doctor. It's fine. I'm fine."

"No, it isn't. I shouldn't have asked," he said starting to get up.

Rose reached up and took his hand pulling him back down to sit down across from her again. "You didn't hurt me. You only surprised me."

"It's fine. This isn't a big deal. We don't have to do it," he said looking the most uncomfortable that Rose had ever seen him. It was hard for the Doctor to talk about personal things. That's why he just didn't do it. And this was something that was obviously very personal to the Doctor and he was very self-conscious about it. Despite what he said she knew that it w_as _a big deal.

"Doctor," she said looking him in the face though he tried to avoid her eyes. "You have to give me a break. This is all completely new to me. I've never realized that I can have any sort of telepathic abilities. And I have never had anyone else inside of my head. I am willing to make this work but you've got to cut me some slack and not expect me to get it perfect first thing."

"I'm not expecting you to be perfect," he said quietly.

"Alright right then. Let's try this again."

He still hesitated so she reached down and took his hands and put them on her head. She closed her eyes and waited. It was a few more moments before she felt the Doctor's mind reach back, ever more gently and slowly inside of hers. She could feel that he was straining not to be too powerful as the energy of his mind filled inside of her head. She could feel as his mind filled inside her head, like light warm air, something that was thick and you could feel but that was light and moving, something not concrete but ever changing. It wrapped around her own mind, which, as the Doctor had said, she was now very aware of. She was now so aware of her own mind and felt the potential of its power that she now wondered how she could have not been aware of it before.

This time she was able to be a little bit more prepared but it was still almost overwhelming. There were so many stimulants and feelings that she could barely process them all. Her mind stood there still, getting used to it as his continued to move around. Rose could not describe what it felt like to touch your mind to another's. It was a kind of company that she had not ever felt. It certainly was the furthest thing from lonely she was sure you could feel.

But her mind could not stay there as simply an observer for long. It was bursting with energy, jumping to reach out to the Doctor's the second he had put his there. The need to do was so overwhelming she had to do something about it.

Rose took her hands and reached them up to the Doctor's temples and placed them lightly there as he had done to her. It was like when she did her being reached out through her finger tips straight into his head. It was almost overwhelming; too much but in a good way. She started to move her fingers in little circles around his temples just to give herself something to do, to keep her from jumping out of her skin with the energy of it.

She had wondered before how she would know what to do but it was like her mind was moving on its own, on an instinct she didn't know she possessed. It felt like her mind was meant for this that, against her knowledge, her mind had yearned for this just as much as the Doctor's had. It was rushing to seek out and connect with his mind. She wanted to see if she could make it do something by her own powers and so she willed her mind to wrap around his like in an embrace.

"Am I doing this right?" she asked breathlessly. "I mean…is this good? For you?" She certainly knew it was good for her. But she wasn't the expert; this could be the wrong way to do it for all she knew.

"Oh Rose," he breathed out. She liked the way he sounded when he said it. His voice was open and uncontrolled. It was honest. All were things that she had never heard from him. "You… have _no _idea."

He was speechless for a few moments and she smiled. She did not know anyone had the power to render him so, least of all her. "I didn't know if this would work…since you're human. I've never tried it before. But…" his voice trailing off.

"What?" she asked. She was still working at trying to control her mind. It was hard to do because it was strong and wanted stray out into a million places at once on its own but she was managing to at least get it to stroke his mind back and forth like someone might rub someone's back in a comforting way. "But what?"

"You are _so _good at this."

She smiled. "Thank you."

"I don't know how you're doing this. For a species without tapped telepathic abilities your mind sure is…capable."

"I'm not sure how much credit I can take for it. It just kind of feels like its doing it on its own, mostly."

"That's even more amazing. I've heard of others who have tried to connect with someone of a non telepathic race and they said it usually doesn't work. Especially not the first time. They said the other person is usually overwhelmed and uncontrolled. I always worried if I tried it with you that would be the case as well. I thought it might frighten you."

She could feel how much he had missed this. His mind felt dry and barren to her touch. She could feel him practically soaking up the warmth and light she was putting off. "Well…" she said still trying to form words in the midst of this. "I'm not overwhelmed. It's…powerful but I like it. And it doesn't frighten me. So, you can reach back closer; I can feel you're holding back."

He reached one hand up to her neck and pulled her head closer to his, touching his forehead to hers. She felt his connection on her intensify and she was just barely able to keep herself from gasping out in surprise. Their minds connected even warmer and more quickly at this touching point than they had through their fingers. Though his touch was firmer than before she could still feel that he was barely just holding back a flood that wanted to burst through. She sensed that he couldn't let it all through.

"Are you alright Doctor?" She could feel that he wasn't; not just sense it but she could now actually feel it. It was almost painful on his part connecting with her. His mind was clinging back, almost desperately at hers.

"Rose…I," his voice cracked.

"It's alright. I'm here."

"I have missed this so much," he said and she could hear tears in his voice. "It's been so long. I knew…but I…didn't expect."

She rubbed her thumbs back and forth across his cheeks while her other fingers still rested on the sides of his head. The Doctor was not use to asking others for things. He wasn't even use to needing the help. He had known that this was something he needed but even he did not know how much. It was so difficult for him to ask for help, to admit that he needed something of someone else, that he had put this off for so long. Much too long and he was the one overwhelmed by it.

"It's alright," she whispered back to him. She felt him let himself go a little more and she felt simultaneously as his sorrow pushed a little on her mind and a small sob escaped his mouth. A few tears hit her thumbs but she didn't stop and acknowledge them just silently brushed them away.

For so long, she didn't even know how long, they just let their minds touch. Time seemed to lose all meaning and sense. It was so strange; the loneliness of the mind. It was a kind of lonely that Rose had never known or even imagined. But for him, a Time Lord, it was a terrible and deep ache in the mind. She could feel how his mind hurt with it and she hurt to know how long he had wanted for it.

Right now she was getting what she had sought too. She had wanted him to be honest with her. He always kept up such a guard around everyone, including her. He always kept his emotions locked deep inside. She wanted to be close to him but when he acted that way it only made her feel like she didn't really know him at all. By not being honest he kept her at a distance and she only wanted to be close to him.

Right now he was being honest with her and in a more personal way than she could have imagined. She knew that he had deep hurts and he was now allowing her to start to see them. She was able to see a part of him she never would have imagined she would be allowed to see.

"You O.K?" Rose asked breaking the silence once she felt he had calmed down a bit. Her eyes were still closed her hands still on his head and their heads still pressed together.

"Yeah. I'm sorry about that," his voice just barely shaky now and gaining strength.

"You have nothing to be sorry about."

"I use to be so use to this. It was so commonplace when my people…when they were around. I took it for granted," he said with realization. "I just didn't realize _I_ would be the one overwhelmed by this experience."

Rose laughed a little. "You thought I would be."

"I wouldn't have been surprised if you were," he said in explanation hoping he hadn't offended her. "In fact, I'm surprised that you aren't."

"So, I'm doing alright?"

"More than alright. This feels so good."

Rose blushed at the compliments. The Doctor had complimented her more already this night than she thought he ever had. He was being open and honest with her. He was starting to let that guard of his down.

"We can take it a little deeper," he said. "That is, if you want to. If not that's fine. This has already been so much…to me."

She opened her eyes and stole a glance at him and found his open eyes on her. "Sure. Lead away," she said with a smile.


	4. Chapter 4

The Doctor smiled and this time Rose was glad that it was a real smile. He didn't look quite as nervous or self-conscious as he had. He actually looked happy. "Alright. Now that our minds have touched in greeting we can get to know each other a little better. We can study them."

"Alright."

"To a certain degree we will be able to control where we go and what we see but our minds can also wander a little as well. If there is anything that you don't want me to see, just imagine a door and hide that part behind it. Alright?"

"Alright," she said closing her eyes again.

_Rose_, she heard him call out after a moment. But she didn't hear it with her ears; it was coming from inside her head. This was just as much of a surprise as his first touch on her mind had been but she managed to not jerk or flinch.

"Was that…did you…was that inside of my head?" she asked in surprise.

_Yes _he answered back in her mind.

It was so strange to actually hear another person's voice inside of your head. It made her realize even more just how close they were. It could have felt extremely embarrassing but surprisingly it didn't. If there was anyone that she was alright with inside her head it was the Doctor.

"Can I do that?" she asked with eagerness.

_Give it a try. Just think about what you're going to say. Focus your energy on saying it with your mind instead of your mouth. You're more aware of your mind now and the power it possess; use that._

Rose focused hard on saying 'hi' back to the Doctor. She could feel her mind clearly and the power it possessed. But after a while when he hadn't replied she felt that it wasn't working. "Can you hear that?" she asked out loud.

"Not yet," he replied out loud and she felt it was for her benefit.

It only made her frustrated. She wasn't exactly sure what she could do differently to make this work. She was focusing as much energy on speaking into his mind as she could and nothing was happening. Her mind had so much energy and she could feel it was so powerful but for some reason she could not make it do this.

After a few more minutes of struggling the Doctor stopped her. "Alright," he said and she could feel a gentle push of his mind against hers. "That's enough of that for right now. I can feel that you're getting frustrated."

"Well, yeah I am. I don't know why this isn't working."

"Rose," he said gently "You're doing wonderfully."

"Yeah, but-"

"I'm not just saying that. I'm already surprised at all you've been able to do. But you are a human and humans aren't use to using telepathy so you shouldn't feel bad that this isn't working on the first try."

"I guess so…" she said her voice trailing off.

"My race was made of telepaths. It was something that I never had to learn to do; it was an instinct I was born with. So, you don't need to feel like a failure because you haven't mastered something that came naturally to me."

She hadn't said she felt like a failure. But she had _felt_ she was a failure. That in itself should make her feel better. The Doctor could feel what she was feeling and that was not something to take lightly.

"We'll try it again after a while. Right now let's focus on something else," he said and he started moving his fingers in small circles on the sides of her head. As he did she felt warm energy surge through her head. Her focus once again was on her hyperawareness of both her own mind and his as he stroked back and forth. Warmth, light, and energy seemed to rage all around her and she forgot for a moment why she had thought anything else was even important.

"You can still feel my mind touching yours right?" he asked.

"Mhmn," she said really unable to say much of anything else at the moment.

She heard a smile in his voice when he talked. He obviously noticed. "Too much?" he asked and now she could tell he was just teasing her.

She didn't mind. She was glad he had relaxed. And even though it was becoming hard for her to form a coherent thought as his mind stroked hers she said "Nope. Not at all. Its…just that you are really good at this too."

"Good," he said with a feeling of pleasure but something else. Insecurity? It was like maybe he felt he wouldn't be good at it, that over time he would have lost his touch. She still wasn't use to feeling what he was feeling. He was always so closed off but now there was no hiding, for either of them.

"Now that-" he started but she stopped him.

"Can you, still do the talking inside of my head? Even if I can't reply back in yours?" she asked already missing it. Already she was beginning to understand what he might have been going through. She had only just started to learn about this way to be close to the Doctor and she already craved it. If he, who had been use to this his entire life, had gone so long without it was no wonder that he ached from its absence.

"Sure, if that's what you want."

"It is."

_Alright_, he said once again from inside of her head, _now that your mind is touching mine, press a little harder on it. Study it. You can see what color it is. You can see what it feels like.  
_  
Rose focused on pulling her mind back together from where it had seemed to dash out in a million places and tried to make it do her bidding again. She was trying to not get distracted by the Doctor's presence and instead to focus on it. She could had felt that it was warm and seen that it was light but beyond that she had not dug deeper. She thought about willing her mind to focus and study and push on the Doctor's.

Rose was surprised that when she did push on it, it did become clearer. His mind, his essence, who he was, appeared as a light. It was the color of burnt orange, the color of the sky of his planet (somehow she now knew that) with some darker blue parts on the edges. It was warm, so warm that it was burning but the darker parts were freezing cold. She was puzzled by the contrast of it. He was a combination of contrasts, his mind a mix of fire and ice.

Now that she could see better what he looked like she pushed deeper in order to identify the feelings that were connected with his light. On his end he was silent and still allowing her deeper. She was so surprised at this turn of events. He had always been so closed off even around her. She didn't even know what to think about his now willingness for her to see so much of him.

When she got farther in she felt emotions that were not her own. They were strong and powerful but she knew they did not come from within. It was so strange to know you were feeling someone else's emotions within yourself. She didn't mind but it was overwhelming for a few moments and took her a few minutes before she could make sense of the wave of feelings that were bombarding her.

The first thing that she could feel was that he felt safe, like a protector. It felt like anything and everything you would ever entrust would be safe in his hands. She felt like if she wrapped herself up in this feeling she would never have to worry about anything ever again; no matter what may come he would take care of it. She was not surprised that she liked the feeling of someone else taking care of things, taking care of her specifically; for far too long before she had met the Doctor she had been left to shoulder nearly every responsibility in every relationship she had, whether it should have been hers or not.

But she was surprised at how much she enjoyed the feeling that he was her protector. She was no damsel in distress. She was strong and capable on her own but she also knew she wasn't invincible. Even though she could take care of herself sometimes she wanted someone else to save her. That made her glad to know that he would always fight for her whenever the need arose.

Passion was also there, to all degrees and barely just contained at times. He was a man of extremes. When he loved something he loved it with all his heart. When he hated something he hated it in every fiber of his being. He either did something with everything that was in him or not at all. It was not something that was intentional; it was just who he was. He didn't do it on purpose because it was both a blessing and a curse. He might have the highest of highs but he could also have the lowest of lows.

He felt everything strongly and it now made sense to her why he sometimes denied his feelings. She could now, for herself, feel how difficult it was for him not to get emotionally devastated by things. If something went wrong he would feel the pain and despair deeply. So, when he said he was "always alright" it certainly wasn't the truth but it meant that he just couldn't face those emotions yet. Was it the best way of handling things? Probably not, but she could now understand it.

He also felt strong; so strong and powerful. This wasn't just a physical strength; it was strength in all parts of him. She never realized what he could be capable of. It was the kind of power to fear in a person because it could cause unimaginable destruction if he chose to go down the wrong path. Even with his mind his could cause death, inside of her like this he could end her life. But it was also the kind of power that gave hope. This was the same power that, turned in the right direction, had the power to bring life; it could save entire planets and species. And it was not something she feared because, though it had the potential to go down a dark path, she could feel that it was far from ever heading that way.

While these emotions had come right to her with just a little probing there was something else of his that was there but did not come willing. It was like she could hear whispers of it but then there was a door in front of it. It was an ancient looking door, strong but aged but with no knob or any way inside of it. It was so strange that it was there, it was contrary to everything else she had seen so far. She hovered close by it but then pulled back as she got the feeling that this place was forbidden. The Doctor was silent; he offered no explanation on his part. But she still sensed that this was where the Doctor held the deepest parts of him. This is where he hid his name, his very soul.

She backtracked, feeling that she had done enough searching for now, not wanting to go deeper than was acceptable. As she eased off she realized how tired she was in her mind. It was tired in the way your body feels tired after a long workout. It was a good kind of tired though. She actually knew the Doctor. She knew what he looked like from the inside, what made him tick. She had always wanted to know the Doctor better and now she knew him in a way that she had never known anyone.

Sensing her retreat backward and her stillness he asked _Are you alright?_

"Yeah."

_Are you sure?_

"Yeah. I'm just tired. Are you alright?" She wondered how he was feeling with all of this. Though he had at one time been used to this, opening up to her was a completely new experience for him. She hoped he didn't regret it.

_Yes…Can I look closer at your mind?_

"Yes," she said letting her mind go still. She was content to stay so and let the Doctor move around her mind this time. She felt as the Doctor began to probe deep but gentle down into her mind.


	5. Chapter 5

**Now the Doctor gets a long awaited look inside of Rose's mind :)**

It had been a long held desire of the Doctor's to do what he was doing right now. Pretty much from the time he had met Rose he had longed to reach out and touch her mind. For him it had practically been love at first sight and for him, as a Time Lord, to love someone was to have this connection with them. His mind had sensed it, whispers of her mind and had instinctively reached out towards her. It was a constant battle for him to rein it in and that was hard to do when keeping his mind back and away from hers had been the last thing that he had wanted to do. He had even feared at times that he would not be able to keep his mind in check and keep it from springing and touching hers. Though she required physical touch to make the connection, he did not and springing it on her had not been the way he wanted her to find out about this.

He savored the moment that he finally let go of the restraint he had held for so long and pressed gently on Rose's mind. He basked himself in the light that was her essence. It was even better than he had imagined it would be. His mind had longed for hers. The closer they had become and the more feelings that he had for her the stronger it became. It was instinct for his mind to do so and it had hurt to deprive himself of it. He ached with pleasure as her feelings began to flood inside of him.

Her light was so new. It was warm and bright, yellow and pinkish and felt like life, new life. It was kind and welcoming, it was open and trusting; the very opposite of the things that he knew his felt like. It burned bright and steady it did not flicker or waver. It wasn't tired and weak like his felt at times. Where there were times he felt he had to search for energy to make himself keep going she didn't have to. Her mind was so young and full of wonder. She had been full of energy and always looking for adventure long before he had known her.

As he pushed on her light to identify the qualities coming from it he first saw that compassion was strong in her. She had a greater potential to care for people than he would ever be capable of. He could see that it was not a struggle for her. Where he warred within himself between doing right and wrong she did not. She genuinely cared for people; it came naturally to her. She was incredibly intuitive and could sense when others were troubled even if they did a good job of hiding it. It was almost as if she sought them out, that her soul was drawn to them. She could read them well and know they weren't alright. How often had she been able to read him like that? Just this very night she had known there was something wrong with him even when he tried to pretend there wasn't.

And others sensed it. It was the kind of compassion that gave people hope. She was the kind of person that people felt better just by being around her. She made them better people, she made them want to keep going. Just as she was drawn to help them they were drawn to reach out. She was a servant at heart and others could feel that. Sometimes it was taken for granted, sometimes she got used. But she still kept looking for ways to help .Even when she felt she wasn't appreciated she couldn't make herself stop caring.

She saw those who needed help where sometimes he did not. On more occasions than he wanted to admit she had helped him to see where he needed to be gentler. She could now give him a look that told him he was being rude and then he would realize that there was something he'd missed. Eventually, he would see what it was. It made them a perfect team. He could see the complex bigger picture but she saw all the little details along the way.

She was also strong. But it was not the kind of physical strength that came from exerting power over another. It was a quiet strength, a strength of character. It was the kind that burned slow and steady that kept her going in the long run. It kept her going when she wanted to give up. It made her powerful in the other good qualities that she possessed.

Loyalty was a strong feeling in her. When he brushed upon this quality it stirred his hearts. He needed this so much. She always told him she would not leave him, that she was always going to stay with him but there were times when he wondered if that could really be true. And it wasn't her that he doubted; it was himself. But now he could see for himself how strong and unwavering her devotion could run. When she pledged it to someone was a great gift. When she decided to stand beside someone it was until the very end. Having to be pulled apart from that person would be greatly painful because she would have devoted herself to them. She didn't walk away from people; they had to walk away from her.

He felt safe with her, like she would protect him. She would always fight for him. As long as she lived she would do everything in her power to make sure he was safe and taken care of. She would never turn her back and leave. She would never hang her head and give up. She would always fight for him and with him by his side.

But it wasn't only that she would physically protect him. His hearts were safe with her. There were no critical or judgmental hints anywhere upon her mind. He really could share himself with her and she was would take that and keep it safe. She wouldn't share it with others. She wouldn't use it as a weapon against him. She wanted to care for him. She wanted to do things for him, not because he needed the help; only because she wanted to be kind. He saw that now in full color. As much as she had said it and he had not believed it, there was no denying what he saw written upon her mind. He could see that she wanted to take him in and he wanted to let her.

Rose sat silent and still as the Doctor probed her mind. She could feel what he was sensing, the things he could clearly see of her and she was relieved to see how her strongest qualities looked to him. He was getting closer, closer, deeper and deeper. She could feel that he was just on the edge of her forbidden place, like the place of the Doctor's she had approached. She had one just as he did. She now realized that she did not need to put up a door to lock away this part of her; it was already there, strong and without a door knob, the kind that could only be opened from the inside. In the deepest part of her, where she kept her heart and soul there was a door. This was not a part of her that was there and open for anyone to see upon invitation inside of her mind; this one could only be opened with consent by one person; the person she would give those parts of herself to…forever. Her cheeks burned at the realization that was a part you only  
showed with the one you pledge yourself in marriage to.

It was the only part yet to make her feel embarrassed because even just having him this close to this part of her made her feel naked in a way. She had not known there was so intimate a part hidden inside of herself still waiting to be unlocked. It hadn't entirely surprised her when she'd found the Doctor's; after all, she had already known that his name was hidden away. But she was surprised to find one in herself and apparently the Doctor was as well. She could feel realization dawn in his mind as he realized how close he had come to that part of her. And though there was no danger of that part being opened she still felt him beat a hasty retreat backwards.

Rose began to hear a song playing in her head. It was unlike any song she had ever heard. It was like the song was not made up of notes but words and feelings though they were not named. It was like a spirit would sound if it was made of sounds. She had never heard it and yet somehow it was completely familiar and known to her. It was playing from the Doctor's head into hers and she could tell that it was a song that he knew well that he carried it around with him with happiness. It brought a smile to her face at once.

Finally, she had to ask, "What is that?"

She heard a smile in his voice when he replied. _It's your song._

"My song?"

_Yes. It's the song that your spirit that calls out. Kind of like your theme song._

"I…have a song? Does everybody?"

_Yes. It's one of the ways that Time Lords could tell the difference between each other. We obviously changed our appearances but we could always tell who a person is by their essence and the sound and feel of them. While we have to reach out to know someone's mind and to see their light and memories, the song calls out on its own. Even humans play one even though they're not aware of it.  
_  
"So this is what you...first knew of me?" she asked, thinking about how he had come to find her that day when she was in danger and needed the help the most.

_Yes. I heard you before I ever saw you. That's how I knew to find you. _

"But it's...it's so..."

_Beautiful_

It was beautiful. Rose couldn't quite believe just how much it was.

_You're surprised_ the Doctor said.

"A little, yeah."

_Why should you be? Your heart and your mind, the way you care about people and life, those are things that you can't hide. You're constantly projecting it and those things create beautiful sounds._

"Do you always hear something like this…is this how you know how to pick someone to come with you?"

_To a degree. I'm always drawn to people who feel special. Those who desire adventure, who are caring. But no one else has ever made quite as much sound as you did. Your song literally made me stop in my tracks and turn around to find out who you were._

Rose blushed at the compliment. To learn about yourself from inside another person's mind was indescribable. She had a hard time believing she was beautiful, physically or otherwise. For so long she had thought the opposite and though she tried to work on more positive thoughts about herself these days, old habits were hard to break. But hearing how she sounded, it was impossible to deny that it did sound beautiful.

"I wish...I wish I could hear yours. Can I?" she asked nervously.

_Well, I've never heard my own since it's a projection of myself. And I can't make you hear mine. But I can show you what I've heard mine sounds like from others._

"Okay," she said with excitement. "This is all so...so fantastic!"

He laughed at her use of his once favorite word and it tickled inside of her mind. There was a quick pause before the notes of his song started to float through her mind.

His song sounded ancient. It was like a song that had been around for so long it had woven itself throughout time so that it was familiar to all but its origin was a mystery. He sounded so old and yet so whimsical and full of young wonder. It was a strange combination; it was full of the wisdom and the weight that an old man would have gained over time and yet still childlike and curious, always searching and learning.

It was complex and wise like he was. It was by no means simple but intricate. It sounded sad and lonely; it was so lonely. It broke her heart and it made her want to cry. She'd never heard anything so full of loss and despair. It was like losing someone a million times over. But though it was full of angst it was, at the same time, optimistic and energetic.

She was still listening to the Doctor's song when memories that were not her own started to drift from his head into hers.


	6. Chapter 6

**Here is an extra long chapter for you lovely people to enjoy :) The Doctor and Rose remember back to the time they met and say something special in a most extraordinary way. **

This must have been the part where their minds started to wander on their own. In talking about the first time they had met his mind now wandered there.

As her mind connected with this part of his she had to brace herself against becoming overwhelmed. A shock wave of his emotions hit her and for a few minutes all she could do was focus on not becoming consumed with them. He had so many emotions and they were so strong they were almost too much for her to bear. But the last thing she wanted was to let the Doctor down in any way so she fought to steady herself in the midst of them.

Once she pressed past the surprise of them she was able to identity some of memories that were connected to the feelings and to better understand the man he had been when they had met. He had been devastated. Loneliness was the largest emotion coming through but it was loneliness like she had never known. It was so powerful and so vast. It was the kind of loneliness that could only come from losing literally everything you had.

He had felt he had nothing. He _didn't_ have anything. He had no friends, no family, no home. It was a loss so great she couldn't even understand it. She could feel it and yet she still couldn't make sense enough of it comprehend.

Guilt crashed over her. It was guilt that caused extreme self-loathing; even more than that it made him hate himself. It made him hate what he had done, that he was capable of doing it. It made him hate his life, who he was, his very existence. This wasn't guilt, the remnants of which she could see on his face every time his planet was mentioned. No, this was a constant war that he fought inside himself. He was his own worst enemy and that was a terrible thing because he could never escape himself and the guilt over the life he got to live every day though he felt he shouldn't have that right.

This guilt stemmed from his memories of the Time War. They were memories she could see just barely beyond the memory of their first meeting. She could see them hovering in dark places in his mind. He had not put up a door to forcibly keep her out but she could tell that he did not want her to look there. The darkness was his way of hiding them. Without words she could feel him asking her not to get to closer, not to look at them. He was ashamed of them, of himself and he wasn't ready for her to see that yet. She didn't take any offense at it; she was surprised and grateful that he had even let her see as much as he had. She could feel how embarrassed he was of them and how he feared her seeing them and she would not press further.

She gave his mind a gentle squeeze of reassurance and backed up. All of that pain and those memories were so close to the time they had met that she had got so close to them just by accident. It must have all been so fresh in his mind when she had met him and she wondered how he had even managed to get out of bed. If she had felt the crushing emotions she was feeling from him she wasn't sure how she could ever get on with her life, let alone so soon afterwards.

She could feel that it had not been easy. He had done so only because he forced himself with great effort. He had put one foot in front of the other and continued on because it was what he always did. It was how he always dealt with the hard times and loss he faced. And though this had been many times greater than anything else he had ever faced before it was all he could do to keep going. He'd identified the next threat and worked to deal with it as he always had. He didn't know what else to do. Though she could see that he wondered in his heart why he was even bothering. He felt everything was meaningless.

And then she had walked in. He had heard her spirit calling out to him and found her, saved her…and he _felt._ She could feel what that had felt like. She was light in that dark time. She had felt like hope to him, like a second chance for him. Suddenly, he had a positive thought instead of all depression. He no longer found everything meaningless.

She was shocked. She hadn't known. From her side of things she had only known that he had initially pushed her aside. He had met her, twice, and both times walked away and urged her to do the same. It was only now that she could get the complete story. Where his hearts had felt nothing, so damaged and ravished by the loss of war, they now felt and he was afraid. Afraid to feel, to want to have companionship. He was afraid for her and her safety; he knew how dangerous he was. He hadn't walked away because he hadn't wanted her; he had walked away because he did want her and if he didn't put distance between the two of them then he would ask her to come along with him. And that's why when circumstance pulled them into each other's paths a third time he had grabbed her hand and had her run with him instead of away from her.

Rose felt her heart breaking. She had known that the Doctor was hurting. She could see that from the very beginning. The darkness in his eyes had always spoke of deep loss and heartache. He always tried to hold it in but that first face had been very honest. The face she knew now was a lot better at keeping his feelings in and she at times had missed that more open face. She had always been pretty sure of that pain. But thinking you know something with your mind and actually feeling it with certainty in your heart are two very different things. She felt her heart crying out at the feel of it.

The weight of it all was so heavy, she backed away from the memories, having had all she could bear for now. If she stayed much longer it might be too much for her to hold in. She tried to contain the crying in her heart at the sorrow that had been and still was to a degree, inside of his heart. She felt him brush her mind back and forth in a calming way, reassuring her that he was alright. There were no words that were needed and she felt that she could get use to this kind of comfort.

A question formed in his mind to see if he could look at her memories of that time and she gave her consent. She felt the Doctor's mind start to wander into her memories. All she had to do was think of that time and those particular memories came to the surface. Just as she had seen his memories of the time surrounding their meeting he was now seeing hers. And what he found surprised him.

He had not known that she was so lonely. He was so greatly hurt and lonely at the time they had met, he had been damaged by the war and all alone and he knew that it had shown. But now as he approached this part of her memories he was finding that loneliness was a dominant feeling of that time for her as well. It puzzled him for a few reasons. The first being that he had never noticed it. While he knew that he had struggled and sometimes didn't succeed at keeping the emotions hidden, she had not. How had he not been able to see that she was feeling that way? But it also surprised him because she hadn't been alone when he'd found her. She'd had her mum and Mickey.

But as he immersed himself in this area of her memories it was undeniable that she had been lonely. He saw flashes of heated arguments with her mum. He saw nights on end where Rose was up late wondering where Jackie was worrying about her and the kind of company she was keeping. He saw Rose also bearing responsibilities that were beyond her age. Numerous notices and stacks of bills that had to be paid; somehow she made due on the measly amount she made working endless hours at the shop. It seemed that for years prior to him showing up in their lives, there had only been struggles between Rose and her mum. Rose was angry at her mother, for not taking responsibility for the expenses and for constantly getting herself involved with the wrong kind of people. Rose didn't want to have to be the adult in the house in anymore.

But it wasn't just anger. Rose missed her mum and she felt that her mum didn't care about her at all. She felt her mum was constantly putting her boyfriends ahead of Rose, always spending more time with them and putting up with things that Rose didn't think she should put up with. Her mum also made frequent remarks about Rose's appearance or intelligence, things she did not see as harmful, but that imbedded themselves on Rose's self-esteem. Rose herself would do things, hoping her mum would show some kind of concern for her actions, but her mum never seemed to take notice. Rose truly thought that her mum didn't care and if she was to just disappear one day, her mum wouldn't care if she even bothered to notice.

She felt the same way about Mickey. She couldn't help but feel that he didn't really care about her either. He said he did but his actions spoke otherwise. Things always seemed to come to being about him. They always ended up doing the things he wanted. They always talked about the things he wanted to talk about. It always seemed that he was looking out for himself and himself only. But he never hurt her and he wasn't bad to her. So, she stayed with him because he was better than she had had in the past.

When the Doctor had brought her home a year late after their first couple of trips into space and time, it had actually been a relief to her. It gave her the opportunity to see whether or not they actually would care. And she found that _did _care. Jackie had been furious at the Doctor for taking Rose away and leaving her worrying for an entire year. Even as Jackie and Mickey had bickered with her and the Doctor, Rose had been rather pleased to see it, feeling a little smug that they had gotten what they deserved. After years of being taken for granted, they finally appreciated her now.

_I'm sorry _he spoke to her. _Rose, I had no idea. _He should have known; this shouldn't all be a surprise to him.

She didn't say anything, he just felt her give him a mental shrug. It was what it was. There was no denying it or downplaying it; he could see it for exactly what it. She wasn't looking to hide the memories but she wasn't looking for sympathy either.

As bad as she felt things had been when they met they were not as bad as they had been. The farther he went inside of her memories the darker it got. He had not expected to find dark spots in her memories as he knew she would see in his but they were here. Broken hearts and lonely nights. Disappointments and betrayal. Broken confidence and abuse. It was all there. He couldn't see them, the events as they were, he could only hear the whispers of them. He did not feel the need to get closer to these dark spots; she wasn't inviting of it and he wasn't sure he could take getting a closer look at them. It might result in him doing some time altering actions he knew he shouldn't.

He spotted the darkest of spots among them all and he didn't want to go there but it was like he was drawn to it. It shouldn't surprise him that his mind was drawn to it since he was so filled with darkness himself. It got louder and more intense as he approached it. Anger, pain, fear, love, hate all hit him in a strange concoction. Whispers became louder and he could start to make out a word. It was a name. Jimmy…Jimmy Stone.

Suddenly, the Doctor felt a door being hastily put up and promptly shut in his face. He felt Rose pull back a little

"Sorry!" Rose said suddenly. "I...I… I didn't…did I hurt you? I didn't mean to do it like that."

_I'm fine. It's alright; it's what I told you to do._

"I'm sorry…I wasn't expecting that. I…haven't thought about that in a long time."

_I'm sorry. The bond has a side effect of reawakening old memories and the feelings that go along with them_.

"I'm just…I'm not ready," she said and it sounded a lot like an apology.

_Rose. You don't need to apologize_ he said reaching out and brushing her mind reassuringly and sending her back his feelings that it really truly was alright.

She wasn't ready for him to see whatever part of her life that was. He certainly didn't hold it against her. He hadn't shared everything with her either. He hadn't even really wanted to see it. He felt hints of what was hidden there and felt it might awaken that unquenchable fire inside if him to know what might have happened in her past. No, it wasn't the pain he wanted to see.

But he could sense that that place where darkness and weakness had once lay was where her strength also originated. Where a part of her had died there was a new part that had been born. While he could tell that she had always been a compassionate person he could tell that it was from this place that she became the caring one that he so often saw; the one who spoke up for the vulnerable, who had compassion on the weak. And that was something he wanted to know more about.

The Doctor felt her contentment at his touch and reassurance. He could see the difference now. Things were so different now for her. She was so different now. He had not been the only one who had needed healing when they met.

The Doctor was in awe. He didn't know all that he had done for her. He knew how good she had been for him. He knew how she had walked into his life and shown her light on his dark hearts, bringing them back to life when they had wanted to die. But he had never even stopped to consider that he had done the same for her. His confident Rose who had demanded answers and told him how things were right off the back had once been insecure. His beautiful Rose had once thought she was ugly. His brilliant Rose had once believed she was dumb. His Rose had seen her life going absolutely nowhere and was more than grateful that she now had the whole universe at feet. His Rose had never felt truly loved and valued for just being her now saw those things in the Doctor's eyes.

He felt from her that she sensed of all of this realization. She could tell what he was thinking and she was trying to say something in response. She was glad that he was truly seeing these things. She actually wanted him to know her. And to know the effect he had had on her life. She could see how much he had seen. At first she felt embarrassed of her past. She had wanted to appear strong and capable. Against him she didn't want to appear any weaker than she already was. But she wanted to him to see her. She wanted him to know all that he had done for her. Their relationship was not one sided as he had assumed. She knew that he felt he was the one most helped from their time together; she wanted him to know that she felt the same way on her end.

Love flooded from his mind into hers. He hadn't meant to unleash it; he wasn't even aware of it at the start. A side effect (if you could call it that) of the mind bonding was that it made you more open and the longer it went on the harder it was to control your mind and where it went. At the onset you could control it and make it do what you wanted; you could even manipulate it to a certain extent. But the closer you got with the person you were bonding with the more your true colors showed. And there were no truer colors inside of him than his feelings for this extraordinary human girl.

In Rose's mind she felt a surge of emotion come from the Doctor. She could feel that he was making the connections. Now she was feeling very powerful, long standing feelings flooding into her mind from his. It was an enormous and barely contained love.

For her.

Love. He loved her. Passionately. And had for a very long time, back when he had a different face, a leather jacket and a northern accent.

She felt the Doctor sense her surprise; he knew what she had felt from him. He started to push it away but she urged him not to chasing back after the feelings. She desperately didn't want to stop feeling them. She had been startled with surprise only because she had not expected it. But it was pure desire she felt to continue feeling his love for her. He hesitantly halted his retreat and kept himself from pushing it all away. He was still as he allowed her to get closer and see his feelings. He could sense that she wanted it and so it gave him a little confidence.

Rose was now the one to reach out for the Doctor. She wanted to get closer; she _had_ to get closer, as close as she could to these feelings. She scooted up on her knees and took both of her hands and wrapped them around the back of his neck, pulling his head towards hers. She pressed her forehead to touch his once again intensifying the feelings. She bit her lip so she wouldn't cry out when the Doctor's feeling flared in her mind with passion. There was no way to describe the feeling of feeling someone else's love for you.

But it wasn't enough to be observer. It wasn't enough to take of his feelings for her without giving back. She focused on her feelings for the Doctor, how much she cared for and loved him and sent them back to him. She felt him startle with the realization and she knew that he had felt what she was trying to send to him. She felt him run his fingers through her hair and wrap around her head. Her skin and all the way through to her mind tingled with an electric feeling at each point where his fingers touched.

She allowed her mind to be basked in his feelings of love for her. There was absolutely nothing like it. She started to shake all over her body feeling overwhelmed since she wouldn't allow her mind to be. She knew the Doctor could feel it but he didn't say anything and he didn't stop and she was glad because she didn't want this to end.

He wasn't trying to hide the feelings he was having for her anymore. He was allowing her to see them right now. She felt tears collecting in her eyes. She never knew the Doctor could feel this way about her. She always hoped but never really dreamed.

But she could tell that it was not something that he was prepared to talk about yet. He might have declared his love for her in his mind but he was not ready to do that with his words yet. She found that she didn't mind. Right now she felt she didn't even need the words. What could be better than this, their declaration to each other, within their minds? It was better than words ever could be. She could feel this declaration as she knew the Doctor could feel hers.

And she could tell that one day he would say it. When he was ready. Until then, she already knew how he felt.

She started to laugh from the pure joy of it all. She heard a gasp from him inside her mind that she wondered what was wrong.

_Rose_

_What is it?_

_The laughing_

_What about it?_

_And the talking_

_What?_

_You're not doing it out loud._

Her eyes popped open and she looked at him. His eyes opened to look into hers, a mere inch or so away. She hadn't been doing it out loud. She laughed again, still inside of her mind and he laughed to feel her laughter tickling inside of his mind.

_See,_ he told her _I told you it would happen._

They smiled at each other and he reached for her pulling her close to him and she wrapped herself up in his hug still shaking from the energy of it all.

_Thank you_ he whispered tenderly into her mind.

_Thank you_ she whispered back into his.

He held her for a few moments before she felt him start to ease off her mind, slowly breaking the connection. As he did she felt her head start to spin.

"Whoa," she said wobbly and he eased her down to lie on her side. "Who's overwhelmed now?"

"Are you alright?" he asked with concern.

"Yeah. I'm fine," she said with a smile. "You just nearly made me swoon. Bet you'll never let me hear the end of that."

He laughed. "What can I say? I have that effect on people. But really, are you alright?"

"More than alright," she said with a smile. "Just got a little dizzy. But it's already passed. Just a little tired."

He smiled fondly down at her. "Well, I understand the feeling…you gave me quite the workout."

She gave him a sly smile in response. "Well, I'm a fast learner especially when I have such a good teacher."

They just stared at each other for a few moments. Though their minds were no longer connected they now knew what resided in the other.

Neither one was lonely in any way now

* * *

"I don't believe you," Rose said shaking her head.

"Why not?"

"You just have to have your hands in everything," she said pointing at him. "I think you're making it up."

"Rose, I'm a time traveler; why is this so hard for you to believe? Do you think he got that bit about that fun loving cat in that crazy hat all on his own?"

"So, you're saying you wrote it did you?"

"Of course not. I'm just saying I may have told him about the cat people and he took it from there. He was really a fantastic man. Met him on more than one occasion. Had all kinds of ideas."

"So… you told him about planets and other species and he just believed it?"

"I just told him stories, Doctor to Doctor. I think he wanted to believe them. Whether he actually did or not I don't know. I don't know if he really believed that pants could walk on their own or there were places where they served green breakfast food but it obviously made its impression," he said with a goofy smile. "And I didn't mind giving him ideas when I knew he'd pass them on to the children who would read his books."

Rose stared at the Doctor who was laying on his side propped up with his arm across from her. She lay wrapped up in the blanket they had been sitting on some time ago. Since they had broken off their bonding they had been talking about everything and nothing all at once. She smiled fondly at him as she realized how casual things were between them and delighted even more to think of all they had gained tonight.

He didn't seem to notice her deep musing and continued on with his argument. "Do you think he could have made all of that up on his own?"

"Well...yeah."

"Nah, stories that fantastic can't be made up. They can only be true at least in some part."

"Rose…Doctor…anybody?" they were interrupted as they heard Mickey call out from somewhere down the hall. Both Rose and the Doctor looked over the door.

"Oh my goodness," Rose said looking at the Doctor, "Have we been up the whole night?"

"Is anybody there? Or did you just decide to leave me?" Mickey muttered more to himself than anyone else, his voice getting more and more distant.

Rose and the Doctor looked at each other and laughed. It felt really good, Rose thought. Things felt so easy between them; they were practically giggling. It was a relief on her part, now feeling secure in him, not wondering anymore where she stood with him. When this night began she thought she might be losing everything; she had no idea how much they'd both had to gain. And it felt good seeing him this way for his own sake; it was not often that she did.

"Yeah. I suppose it has been the whole night. I kind of lost track of time," he said with a smile.

"You? But you're a Time Lord, isn't that against the rules or something?"

He laughed. "I suppose I never really lose track of the time there are just times when it is not the most important or prominent thing on my mind."

Rose yawned. "Well, I'm not a Time Lord with an incredible ability to not need sleep. I suppose I should have made some time to get some," she said closing her eyes and snuggling her face into the blanket.

"I suppose you should have. Really quite irresponsible of you," he said with a smile.

She smiled, her eyes still closed. "I have no regrets."

He smiled. "Why don't you go and get some sleep. I'll keep Mr. Mickey occupied in the meantime."

She opened her eyes and looked at him. "I would argue with you but I really do need the sleep so I will take you up on that."

She started to get up and walk away but he reached out and took her hand. She turned back and looked at him.

"Thank you," he said quietly his face now serious, "This really meant a lot to me."

Rose felt warm inside. She _did _know how much this had meant to him and she also knew how hard it was for him to say it out loud. She had felt it from the inside but the fact that he was saying it out loud meant it meant even more to him. "It meant a lot to me too."

Rose smiled and he gave her hand a squeeze before she turned to leave. She could tell that things were going to be different now. After learning so much about the other, after touching their minds together and feeling how the other felt for them, how could they ever go to the way they were? It wouldn't be different in an obvious way; it would be in subtle ways just as it always had between the two of them. But she could already feel that something special was happening between them. There was a unique bond that bound them together.

Rose felt so close to the Doctor right now; if this was the kind of communication he was use to then it was no wonder he felt lonely without it. It was so much more than anything she had ever experienced it was no wonder he craved it. Already, she desired this new kind of company with him. She liked to hear him say her name inside of her mind. She liked the way that his mind felt against hers. And she loved to feel him say he loved her.

This may have been the first time they kept company in this way but she knew it wouldn't be the last.

**AN: That finishes off "A New Way to Keep Company." Thank you to all who have followed and reviewed this story! Your enthusiasm has made this story even more fun to write. I hope you will leave me a note and let me know what you thought of this story. I am also working on a sequel to this story so if you would like to know when its published, follow this story and I'll post an update here when I publish that one. This might turn into a series but I can for now guarentee one sequel to follow :) **


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